EXHIBIT 10.1
As of April 6, 1999
Xx. Xxxxxxx XxXxxx
Dear Xxxxx:
We are writing to confirm our agreements and understandings regarding your
status under your Employment Agreement, dated as of October 13, 1998 (the
"Employment Agreement"), among you, as "Employee", Tel-Save, Inc., as "Company",
and Xxx-Xxxx.xxx, Inc. (formerly, Tel-Save Holdings, Inc.), as "Holdings", from
and after May 14, 1999 (the "Change Date") (except as otherwise defined herein,
capitalized terms shall be defined as in the Employment Agreement):
1. From and after the Change Date, you, as "Employee" under the
Employment Agreement, will cease to be an employee of Company. The
Company agrees that you terminated your employment under the
Employment Agreement for "Good Reason" as defined in Section 5.4 of
such Agreement and that you are entitled to be compensated (or
continue to be compensated) as provided in Section 6.1 of the
Employment Agreement.
2. You will be entitled to no additional compensation for serving as a
director of Holdings. While you may, of course, resign as a director
of Holdings at any time, you hereby agree to resign as a director of
Holdings as and when requested by the Chairman of the Board of
Holdings, but not earlier than August 15, 1999. Furthermore, you agree
that you will, prior to your resignation as a director, vote in favor
of the election or nomination of your successor as a director or such
other person as shall have been designated as a nominee for director
by Company's Chairman of the Board.
3. In addition, you agree that for a period of eighteen months (18)
commencing on the Change Date (the "Consulting Period"), that you will
provide consulting services to the Company (the "Services"). We shall
compensate you for the Services at the rate of two hundred dollars
($200) per hour. You shall provide the Company with an invoice for
Services rendered not more frequently than each calendar month. If the
Company does not dispute such invoice, the Company shall pay the
amount of such invoice promptly after receipt of such invoice by the
Company. In addition, you agree that during the Consulting Period that
you will not enter into any agreement, understanding, or relationship
that would prohibit the performance of the Services by you or that
would create a conflict of interest with regard to the performance of
the Services.
4. You will make yourself available and shall cooperate, in each case to
the extent reasonably requested by Company or Holdings, in respect of
any litigation or other proceedings that arise out of or by reason of
the conduct of Company's or Holding's business or operations during
any time that you were a director or officer thereof, without further
compensation or payment except the payment of your reasonable
out-of-pocket costs and expenses in connection therewith.
5. Except as specifically provided herein, the Employment Agreement shall
continue in full force and effect.
If the foregoing correctly sets forth our agreements and understandings,
please so acknowledge by signing the enclosed copy of this letter agreement in
the space provided and returning it to us, whereupon this shall be a valid and
binding agreement by and among us. Very truly yours,
Tel-Save, Inc.
By:/s/ Xxxxxxxx X. Xxxx, IV
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Name: Xxxxxxxx X. Xxxx, IV
Title: General Counsel and
Secretary
Xxx-Xxxx.xxx, Inc.
By:/s/ Xxxxxxxx X. Xxxx, IV
----------------------------
Name: Xxxxxxxx X. Xxxx, IV
Title: General Counsel and
Secretary
Accepted and agreed as of the date first above written:
/s/ Xxxxxxx XxXxxx
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Xxxxxxx XxXxxx
